Exhibit 10.1
                                  ------------

                       PUBLIC RELATIONS SERVICES AGREEMENT

         This Public  Relations  Services  Agreement  ("Agreement")  is made and
entered  into this 19th day of July 2002 (the  "Effective  Date") by and between
Rubicon Medical Corporation,  a Utah Corporation  ("Company") and Equity Capital
Partners, Inc., a Florida Corporation ("Consultant").

                                R E C I T A L S:

         The Company  desires to engage  Consultant  to perform  certain  public
relations  services  for it, and  Consultant  desires,  subject to the terms and
conditions  of this  Agreement,  to perform  public  relations  services for the
Company.

         NOW,   THEREFORE,   in   consideration   of  the  mutual  promises  and
undertakings herein contained and for other good and valuable consideration, the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

1.       ENGAGEMENT OF CONSULTANT.
         ------------------------

         Company hereby engages  Consultant and Consultant hereby agrees to hold
itself  available  to  render,  and to render  at the  request  of the  Company,
independent  advisory and consulting services for the Company to the best of its
ability,  upon the terms and conditions  hereinafter set forth.  Such consulting
services shall include but not be limited to the development, implementation and
maintenance  of  an  on-going  information  dissemination  support  system  that
increases public, investor and financial professional awareness of the Company's
activities  and  stimulate  interest  in  the  Company  and  its  products.  The
information  dissemination support system shall include, but not be limited to a
Shareholder  Communication  System,  Investor  Information  System  and a  Media
Relations  System,  which  will  be  defined  and  developed  by  Consultant  in
consultation with the Company.  The information shall be approved by the Company
and a timeline for  development  of this  information  shall be  developed  upon
execution of this  agreement.  It is  understood  that  Consultant's  ability to
relate information to the public regarding the Company's  activities is directly
proportionate to the information made available by the Company to Consultant.

2.       TERM.
         -----

         The term of this  Agreement  ("Term")  shall begin as of the  Effective
Date and shall terminate six (6) months thereafter  ("Anniversary Date"), unless
extended in accordance with provisions of this Agreement.  It is understood that
either party may  terminate  this  Agreement at any time and for any reason upon
thirty  (30)  days  written  notice  to the  other  party or ten (10) days for a
material breach.



                                       1
<PAGE>

3.       COMPENSATION.
         ------------

         As  compensation  for the services  rendered by  Consultant  under this
Agreement, Company agrees pay to Consultant certain restricted shares ("Shares")
and common stock purchase warrants (the "Warrants") as stated in this Section.

         (a)  Upon  execution  of  this  Agreement  the  Company  shall  pay  to
Consultant within ten (10) days of the execution of this agreement:  (i) 400,000
restricted shares of company stock payable as follows: 200,000 shares within ten
(10) days of signing, and 200,000 shares thirty (30) days after the first grant,
(ii)  Warrants  entitling  Consultant  for a 2-year  period to purchase  100,000
shares of the common  stock of the Company at a price of $0.26,  (iii)  Warrants
entitling  Consultant  for a 2-year  period to  purchase  100,000  shares of the
common  stock of the Company at a price of $0.55,  and (iv)  Warrants  entitling
Consultant for a 2-year period to purchase 100,000 shares of the common stock of
the Company at a price of $1.00.

         (b) Consultant understands that the Shares, Warrants and Warrant Shares
have not been  registered  under the Securities Act of 1933, as amended  ("Act")
and,  unless and to the extent  subsequently  registered  under the Act prior to
issuance,  will be issued to Consultant in reliance upon an exemption  from such
registration  requirements  provided  by  Section  4(2) of the  Act.  Consultant
understands  that,  unless and to the extent  registered  under the Act prior to
issuance, the Shares,  Warrants and Warrant Shares will be restricted securities
as defined in Rule 144(a) of the Securities and Exchange Commission and that all
certificates  evidencing  the Shares,  Warrants  and Warrant  Shares will bear a
legend restricting transfer thereof in substantially the following form:

         "The securities represented by this Certificate have not been
         registered under the Securities Act of 1933, as amended (the "Act"),
         and are "restricted securities" as that term is defined in Rule 144
         under the Act. These securities may not be offered for sale, sold or
         otherwise transferred except pursuant to an effective registration
         statement under the Act, or pursuant to an exemption from registration
         under the Act."

         (c) The Shares,  Warrants and Warrant Shares are being acquired  solely
for Consultant's own account for investment and not for the account of any other
person  and  not  for  the  purpose  of  reselling  or  engaging  in any  public
distribution  thereof,  whether for Consultant or for the account of the Company
or any other person.  Consultant has such knowledge and experience in financial,
tax and  business  matters  as to  enable it to  utilize  the  information  made
available to it in connection with its  acquisition of the Shares,  Warrants and
Warrant Shares to evaluate the merits and risks of acquiring such securities and
to make an  informed  investment  decision  with  respect  thereto.  Consultant,
through  its  executive  officers,  has  vast  experience  in  stock  and  stock
investments,  in  matters  relating  to  warrants  and  warrant  exercises,  and
frequently  takes some or all of its  professional  compensation  in the form of
common stock and stock warrants.

         (d) The Consultant specifically agrees that it will not sell any of the
Shares tradable stock through a "short sale" nor otherwise hypothecate the stock
or its  ownership  in such a way that its sale or  transfer  at other  than fair
market value would tend to reduce the stock's per share value. In addition,  the
Consultant  agrees  that it will  not sell or  cause  to be  offered  for sale a
quantity of stock on any one trading day greater than 10% of the trading  volume
on the preceding trading day.

                                       2
<PAGE>

4.       REGISTRATION RIGHTS.
         -------------------

         (a)  Piggyback  Registration.  The  Company  hereby  grants  Consultant
certain  rights to register the Shares and Warrant  Shares under the Act, on the
terms and subject to the conditions of this Agreement. It is understood that the
Consultant has no registration rights under the current amended May registration
statement.

         (1) The  Company  shall  give the  Consultant  at least 30 days'  prior
written notice of each filing by the Company of a registration  statement (other
than a registration  statement on Form S-4 or Form S-8 or on any successor forms
thereto) with the Securities Exchange Commission (the "Commission")  pursuant to
which the Company is  registering  shares of its common stock  ("Common  Stock")
under the Act for sale by itself or others.  If requested by the  Consultant  in
writing within 20 days after receipt of any such notice,  the Company shall,  at
the  Company's  sole expense  (other than the  underwriting  discounts,  if any,
payable in respect of the Shares or Warrant Shares sold by Consultant), register
all or, at the Consultant's  option, any portion of the Shares or Warrant Shares
concurrently with the registration of such other  securities,  all to the extent
requisite to permit the public offering and sale of the Shares or Warrant Shares
through the securities exchange, if any, on which the Common Stock is being sold
or on the  over-the-counter  market,  and will use its  reasonable  best efforts
through  its  officers,   directors,   auditors,   and  counsel  to  cause  such
registration  statement to become  effective as promptly as practicable.  If the
managing underwriter of any such offering shall determine and advise the Company
that,  in its  opinion,  the  distribution  of all or a portion of the Shares or
Warrant Shares  requested to be included in the registration  concurrently  with
the securities being registered by the Company would materially adversely affect
the  distribution  of such  securities  by the  Company,  then the Company  will
include in such registration  first, the securities that the Company proposes to
sell itself and second,  the Shares and Warrant Shares  requested to be included
in such registration, to the extent permitted by the managing underwriter.

         (2) In the event of a  registration  pursuant to the provisions of this
Agreement, the Company shall use its reasonable best efforts to cause the Shares
and Warrant  Shares so  registered  to be registered or qualified for sale under
the  securities or blue sky laws of such  jurisdictions  as the  Consultant  may
reasonably request; provided, however, that the Company shall not be required to
qualify to do business in any state by reason of this  Section 4 (a)(2) in which
it is not otherwise required to qualify to do business.

         (3) The Company shall keep effective any  registration or qualification
contemplated  by this  Section  4(a)  and  shall  from  time to  time  amend  or
supplement each applicable registration statement, preliminary prospectus, final
prospectus,  application,  document and communication for such period of time as
shall be required to permit the Consultant to complete the offer and sale of the
Shares and Warrant Shares covered thereby.

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<PAGE>

         (4) In the event of a  registration  pursuant to the provisions of this
Agreement, the Company shall furnish to the Consultant such reasonable number of
copies  of the  registration  statement  and of each  amendment  and  supplement
thereto (in each case, including all exhibits),  of each prospectus contained in
such registration  statement and each supplement or amendment thereto (including
each preliminary prospectus),  all of which shall conform to the requirements of
the Act and the rules and regulations  thereunder,  and such other documents, as
the  Consultant  may  reasonably  request to facilitate  the  disposition of the
Shares and Warrant Shares included in such registration.

         (5)  The  Company  shall  notify  the  Consultant  promptly  when  such
registration  statement has become  effective or a supplement to any  prospectus
forming a part of such registration statement has been filed.

         (6) The Company  shall advise the  Consultant  promptly  after it shall
receive  notice or obtain  knowledge  of the  issuance  of any stop order by the
Commission suspending the effectiveness of such registration  statement,  or the
initiation or  threatening  of any  proceeding for that purpose and promptly use
its  reasonable  best  efforts to prevent  the  issuance of any stop order or to
obtain its withdrawal if such stop order should be issued.

         (7) The Company shall promptly notify the Consultant at any time when a
prospectus  relating  thereto is required to be  delivered  under the Act of the
happening  of any  event as a result of which the  prospectus  included  in such
registration  statement, as then in effect, would include an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the  statements  therein not misleading in the light of the
circumstances  then existing,  and at the  reasonable  request of the Consultant
prepare  and  furnish  to it such  number  of copies  of a  supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered to the purchasers of such Shares or Warrant Shares or securities, such
prospectus  shall not include an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in the light of the circumstances  under which
they were made. The Consultant shall suspend all sales of the Shares and Warrant
Shares upon  receipt of such  notice from the Company and shall not  re-commence
sales until it receives copies of any necessary  amendment or supplement to such
prospectus,  which the  Company  shall use its best  efforts  to  deliver to the
Consultant within 30 days of the date of such notice from the Company.

         (8) If requested by the  underwriter for any  underwritten  offering of
Shares and Warrant  Shares,  the Company and the  Consultant  will enter into an
underwriting  agreement with such underwriter for such offering,  which shall be
reasonably  satisfactory  in substance  and form to the Company,  the  Company's
counsel and the Consultants'  counsel,  and the underwriter,  and such agreement
shall  contain  such  representations  and  warranties  by the  Company  and the
Consultant and such other terms and provisions as are  customarily  contained in
an  underwriting  agreement  with respect to secondary  distributions  solely by
selling stockholders,  including, without limitation,  indemnities substantially
to the effect and to the extent provided in Section 4(b) of this Agreement.

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<PAGE>

         (9) The Company agrees that until all the Shares or Warrant Shares have
been sold under a  registration  statement  or pursuant to Rule 144  promulgated
under  the  Securities  Act  or  other   available   exemption  from  the  Act's
registration  requirements,  it shall use its  reasonable  best  efforts to keep
current in filing all reports,  statements  and other  materials  required to be
filed  with the  Commission  to permit  the  Consultant  to sell the  Shares and
Warrant Shares under Rule 144.

         (10) The Consultant  hereby agrees not to offer,  sell,  make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
of the  Company's  Common  Stock  held of  record or  beneficially  owned by the
Consultant (other than those included in the registration)  which at the time of
the  effective  date of such  registration  statement  may be sold or  otherwise
transferred  in reliance  upon Rule 144 during the period of time (not to exceed
180 days) determined by the Board of Directors of the Company upon advice of its
managing  underwriter,  from and after the  effective  date of the  registration
statement;  provided that the obligations of the Consultant under this paragraph
10 shall  not apply  unless  each  officer  and  director  of the  Company  then
outstanding,  in each case, who are not signatories to this Agreement, are bound
by similar  restrictions.  Such restriction shall not apply to Shares or Warrant
Shares  registered in such  offering.  In order to enforce this  provision,  the
Company   may   impose   stop-transfer   instructions   with   respect  to  such
non-registered shares until the end of such period.

         (11) However,  nothing herein shall be construed to prohibit Consultant
from  reselling  all or  part of the  Shares  or  Warrant  Shares  in a  private
transaction or transactions  exempt from registration  under Section 4(1) of the
Act or otherwise;  provided, however, that any such transferee(s) shall have the
same registration rights and have the same obligations  hereunder as Consultant,
and that  Consultant  and all such  transferees  together shall share any resale
limit imposed by an underwriter hereunder.

         (b) Indemnification. The parties shall indemnify each other as provided
below.

         (1) Subject to the  conditions  set forth below,  the Company agrees to
indemnify and hold harmless the Consultant, its employees,  agents, and counsel,
and each person,  if any,  who  controls  any such person  within the meaning of
Section 15 of the Act or Section  20(a) of the  Securities  and  Exchange Act of
1934,  as  amended  (the  "Exchange  Act")  from and  against  any and all loss,
liability,  charge,  claim, damage, and expense whatsoever (which shall include,
for all purposes of this Section 2, but not be limited to,  attorneys'  fees and
any and all reasonable expenses whatsoever incurred in investigating, preparing,
or  defending  against any  litigation,  commenced or  threatened,  or any claim
whatsoever,  and  any  and  all  amounts  paid in  settlement  of any  claim  or
litigation) as and when  incurred,  arising out of, based upon, or in connection
with (i) any untrue  statement or alleged  untrue  statement of a material  fact

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<PAGE>

contained (A) in any registration statement,  preliminary  prospectus,  or final
prospectus (as from time to time amended and  supplemented)  or any amendment or
supplement  thereto,  relating  to the sale of any of the  Shares  or (B) in any
application or other document or  communication  (in this Section 2 collectively
called an  "application")  executed by or on behalf of the Company or based upon
written  information  furnished  by or on  behalf  of the  Company  filed in any
jurisdiction  in order to  register  or  qualify  any of the  Shares  under  the
securities  or blue  sky  laws  thereof  or filed  with  the  Commission  or any
securities  exchange;  or any  omission or alleged  omission to state a material
fact  required to be stated  therein or  necessary to make the  statements  made
therein  not  misleading,  unless (x) such  statement  or  omission  was made in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company  with  respect  to the  Consultant  by or on  behalf  of the  Consultant
expressly for inclusion in any registration  statement,  preliminary prospectus,
or  final  prospectus,  or  any  amendment  or  supplement  thereto,  or in  any
application,  as the case may be, or (y) such loss,  liability,  charge,  claim,
damage or expense  arises  out of the  Consultant's  failure to comply  with the
terms  and   provisions   of  this   Agreement,   or  (ii)  any  breach  of  any
representation,  warranty,  covenant,  or agreement of the Company  contained in
this Agreement. The foregoing agreement to indemnify shall be in addition to any
liability the Company may otherwise have,  including  liabilities  arising under
this Agreement.

         If  any  action  is  brought  against  the  Consultant  or  any  of his
employees,  agents,  or counsel,  or any controlling  persons of such person (an
"indemnified  party") in respect of which  indemnity  may be sought  against the
Company pursuant to the foregoing  paragraph,  such indemnified party or parties
shall promptly  notify the Company in writing of the  institution of such action
(but the failure so to notify shall not relieve the Company  from any  liability
other than pursuant to this Section 4 (b)) and the Company shall promptly assume
the defense of such action,  including the  employment of counsel  provided that
the indemnified party shall have the right to employ its or their own counsel in
any such case, but the fees and expenses of such counsel shall be at the expense
of such indemnified party or parties unless the employment of such counsel shall
have been authorized in writing by the Company in connection with the defense of
such action or the Company shall not have promptly  employed counsel  reasonably
satisfactory  to such  indemnified  party,  or  parties,  to have  charge of the
defense of such action,  in which event such fees and expenses shall be borne by
the Company  and the  Company  shall not have the right to direct the defense of
such  action on behalf of the  indemnified  party or  parties.  Anything in this
Section 4 (b) to the contrary not withstanding,  the Company shall not be liable
for any  settlement  of any such claim or action  effected  without  its written
consent,  which  shall not be  unreasonably  withheld.  The  Company  shall not,
without the prior written consent of each indemnified party that is not released
as described in this  sentence,  settle or  compromise  any action,  or permit a
default or consent to the entry of judgment in or  otherwise  seek to  terminate
any pending or threatened  action,  in respect of which  indemnity may be sought
hereunder  (whether or not any indemnified party is a party thereto) unless such
settlement,  compromise,  consent,  or  termination  includes  an  unconditional
release of each indemnified  party from all liability in respect of such action.
The Company agrees promptly to notify the Consultant of the  commencement of any
litigation  or  proceedings  against  the  Company  or any of  its  officers  or
directors  in  connection  with  the  sale  of any  Shares  or  any  preliminary
prospectus,  prospectus,  registration  statement,  or amendment  or  supplement
thereto, or any application relating to any sale of any Shares.

         (2) The Consultant, jointly and severally, agrees to indemnify and hold
harmless the Company,  each director of the Company, each officer of the Company
who shall have signed any  registration  statement  covering  Shares held by the

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Consultant,  each other  person,  if any, who  controls  the Company  within the
meaning of Section 15 of the Act or Section  20(a) of the Exchange  Act, and its
or their respective  counsel, to the same extent as the foregoing indemnity from
the  Company to the  Consultant  in  Section  4(b)(1)  but only with  respect to
statements or omissions, if any, made in any registration statement, preliminary
prospectus,  or final prospectus (as from time to time amended and supplemented)
or any amendment or supplement thereto, or in any application,  in reliance upon
and in conformity with written information furnished to the Company with respect
to the Consultant by or on behalf of Consultant,  expressly for inclusion in any
such registration statement, preliminary prospectus, or final prospectus, or any
amendment or supplement thereto,  or in any application,  as the case may be. If
any  action  shall be  brought  against  the  Company  or any  other  person  so
indemnified based on any such registration statement, preliminary prospectus, or
final prospectus, or any amendment or supplement thereto, or in any application,
and in respect of which indemnity may be sought against the Consultant  pursuant
to this Section 4 (b)(2),  the Consultant shall have the rights and duties given
to the Company,  and the Company and each other person so indemnified shall have
the rights and duties given to the  indemnified  parties,  by the  provisions of
Section 4 (b).

         (3)  To  provide  for  just  and  equitable  contribution,  if  (i)  an
indemnified party makes a claim for indemnification  pursuant to Section 4 (b)or
(subject  to the  limitations  thereof)  but it is  found  in a  final  judicial
determination,  not subject to further appeal, that such indemnification may not
be enforced in such case,  even though this  Agreement  expressly  provides  for
indemnification  in such case, or (ii) any  indemnified  or  indemnifying  party
seeks  contribution  under the Act,  the  Exchange  Act or other wise,  then the
Company (including for this purpose any contribution made by or on behalf of any
director  of the  Company,  any  officer  of the  Company  who  signed  any such
registration statement,  any controlling person of the Company, and its or their
respective  counsel)  as one  entity,  and the  Consultant  (including  for this
purpose any  contribution  by or on behalf of an indemnified  party) as a second
entity,  shall  contribute  to the losses,  liabilities,  claims,  damages,  and
expenses  whatsoever  to  which  any of them  may be  subject,  on the  basis of
relevant equitable  considerations such as the relative fault of the Company and
the  Consultant  in  connection  with the facts which  resulted in such  losses,
liabilities,  claims,  damages, and expenses. The relative fault, in the case of
an untrue  statement,  alleged untrue statement,  omission,  or alleged omission
shall be determined  by, among other  things,  whether such  statement,  alleged
statement,  omission or alleged omission relates to information  supplied by the
Company or by the  Consultant,  and the  parties'  relative  intent,  knowledge,
access to  information,  and  opportunity to correct or prevent such  statement,
alleged statement, omission, or alleged omission. The Company and the Consultant
agree that it would be unjust and  inequitable if the respective  obligations of
the Company and the Consultant for  contribution  were determined by pro rata or
per capita allocation of the aggregate losses, liabilities, claims, damages, and
expenses (even if the Consultant and the other indemnified  parties were treated
as one entity for such purpose) or by any other method of  allocation  that does
not reflect the equitable  considerations  referred to in this Section 4 (b)(3).
No person  guilty of a  fraudulent  misrepresentation  (within  the  meaning  of
Section 11(f) of the Act) shall be entitled to contribution  from any person who
is not guilty of such fraudulent misrepresentation. For purposes of this Section
4 (b)(3) each person,  if any, who controls the Consultant within the meaning of
Section 15 of the Act or Section  20(a) of the Exchange  Act and each  employee,

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<PAGE>

agent, and counsel of Consultant or control person shall have the same rights to
contribution  as  Consultant  and each person,  if any, who controls the Company
within the  meaning of  Section 15 of the Act or Section  20(a) of the  Exchange
Act,  each  officer of the Company  who shall have signed any such  registration
statement,  each director of the Company,  and its or their  respective  counsel
shall have the same rights to contribution as the Company,  subject to each case
to the provisions of this Section 4 (b)(3). Anything in this Section 4 (b)(3) to
the contrary  notwithstanding,  no party shall be liable for  contribution  with
respect to the  settlement of any claim or action  effected  without its written
consent.   This  Section  4  (b)(3)  is  intended  to  supersede  any  right  to
contribution under the Act, the Exchange Act or otherwise.

5.       INDEPENDENT CONTRACTOR
         ----------------------

         It is  expressly  agreed that  Consultant  is acting as an  independent
contractor  in  performing  its services  hereunder.  The Company shall carry no
workmen's  compensation  insurance nor any health or accident insurance to cover
Consultant  or  its  employees  or  agents.   The  Company  shall  not  pay  any
contributions  to social  security,  unemployment  insurance,  Federal  or state
withholding taxes nor provide any other  contributions or benefits,  which might
be expected in an employer-employee relationship. This Agreement does not create
any  partnership,  joint  venture or similar  relationship,  nor any  employment
relationship,  and neither party shall have the right to make  agreements in the
name of or legally bind the other party.

6.       ASSIGNMENT.
         -----------

         Consultant  shall not  voluntarily  or by  operation  of law  assign or
otherwise  assign or  transfer  this  Agreement  nor any  rights or  obligations
hereunder without the prior written consent of the Company.

7.       GENERAL PROVISIONS.
         -------------------

         7.1 Governing Law and Jurisdiction. This Agreement shall be governed by
and  interpreted  in accordance  with the laws of the State of Utah and shall be
interpreted as if both parties participated equally in its drafting. Each of the
Parties  hereto  consents  to  such  jurisdiction  for the  enforcement  of this
Agreement and matters pertaining to the transaction and activities  contemplated
hereby.

         7.2  Notices.  All notices  and other  communications  provided  for or
permitted hereunder shall be made by hand delivery or certified  registered mail
with return receipt, addressed as follows:

PARTY                      ADDRESS

Company:                   Richard J. Linder, President/CEO
                           Rubicon Medical Corporation
                           2064 West Alexander
                           Salt Lake City, Utah 84119

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<PAGE>




Consultant:                Victoria Wright, President
                           Equity Capital Partners, Inc.
                           9703 South Dixie Hwy Suite 5
                           Miami, Florida 33156

         All such  notices and  communication  shall be deemed to have been duly
given: when delivered by hand, if personally  delivered;  five (5) business days
after deposit in any United States Post Office in the continental United States,
postage prepaid, if mailed.

         7.3 Attorney's Fees. In the event a dispute arises with respect to this
Agreement, the party prevailing in such dispute shall be entitled to recover all
expenses, including, without limitation, reasonable attorney's fees and expenses
incurred in  ascertaining  such  party's  rights,  in preparing to enforce or in
enforcing  such  party's  rights  under  this  Agreement,  whether or not it was
necessary for such party to institute suit.

         7.4 Complete  Agreement.  This Agreement  supersedes any and all of the
other agreements, either oral or in writing, between the Parties with respect to
such  subject  matter in any manner  whatsoever.  Each  Party to this  Agreement
acknowledges that no representations,  inducements, promises or agreements, oral
or otherwise,  have been made by any Party, or anyone herein,  and that no other
Agreement,  statement or promise not contained in this  Agreement may be changed
or amended only by an amendment in writing signed by all of the Parties or their
respective successors-in-interest.

         7.5  Binding.  This  Agreement  shall be binding  upon and inure to the
benefit of the respective successors and permitted assigns of the Parties.

         7.6  Unenforceable  Terms.  Any provision  hereof  prohibited by law or
unenforceable  under the law of any  jurisdiction  in which  such  provision  is
applicable  only be ineffective  without  affecting any other  provision of this
Agreement.  To the full extent,  however, that such applicable law may be waived
to the end that this  Agreement  be deemed to be a valid and  binding  agreement
enforceable in accordance  with its terms,  the Parties hereto hereby waive such
applicable law knowingly and understanding the effect of such waiver.

         7.7  Execution  in  Counterparts.  This  Agreement  may be  executed in
several counterparts and when so executed shall constitute one agreement binding
on all the Parties,  notwithstanding  that all the Parties are not  signatory to
the original and same counterpart.

         7.8 Further  Assurances.  From time to time each Party will execute and
deliver  such further  instruments  and will take such other action as any other

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Party may reasonable request in order to discharge and perform their obligations
and agreements  hereunder and to give effect to the intentions expressed in this
Agreement.

         7.9  Incorporation  by  Reference.  All  exhibits  referred  to in this
Agreement are incorporated herein in their entirety by such reference.

         7.10 Miscellaneous Provisions.  The various headings and numbers herein
and the grouping of provisions  of this  Agreement  into  separate  articles and
paragraphs are for the purpose of convenience only and shall not be considered a
part hereof.

         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as
of the day and year first above written.

Rubicon Medical Corporation                Equity Capital Partners, Inc.



By................................         By...................................
   Richard J. Linder President/CEO            Victoria Wright, President



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